Re: Revised Letter

Paula,

I think I am OK with this. Those are clearly among the factors driving the
final mechanics of the structure. As for the AZX debt, I would like to be
able to focus on the absence of a put, as opposed to acceleration. We can
discuss this Thursday.

Thanks,
Mark

Paula Rieker
10/25/2000 08:38 PM
To: J Mark Metts/NA/Enron@Enron
cc: Mark Koenig/Corp/Enron@ENRON
Subject: Re: Revised Letter

Mark -

I assume a key term in the eventual structure with AZX will be maintenance of
ENE's off-balance sheet treatment of AZX to ENE and no acceleration in the
AZX level debt or indirect obligations of Enron to Marlin. Would you
agree? If so, I would like to be free to set that probable criteria forth to
analysts/investors following the announcement.

With Reg FD, I am assessing whether we need reference to this key critieria
in one of the public documents (the letter or in the press release) in order
to set forth our intent to analysts/investors.

I understand why this criteria is not referenced in the letter. Are you
troubled if we reference this in the press release and it is not in the
letter?

We can talk Thursday. THX Paula